Tower Resources Regulatory News (TRP)

21 Dec 2005 13:00

Tower Resources PLC21 December 2005 Tower Resources plc ('Tower' or 'the Company') Further re Acquisition of Neptune Petroleum Limited Introduction On 11 August 2005 the Company was pleased to announce that it had conditionallyagreed to acquire the entire issued share capital of Neptune Petroleum Limited("Neptune") from Peter Taylor, Peter Blakey and Bayview Investments LLC(together the "Vendors"). The Directors believe that the acquisition of Neptune ("Acquisition") is a goodopportunity for the Company to secure 100% of two frontier oil and gas plays.This is particularly so in an environment of high oil prices and what theDirectors and Proposed Directors believe to be increased exploration activity inAfrica. The two projects to be acquired under the Acquisition enable theCompany to position itself as an African focussed offshore and onshore oil andgas explorer. The Competent Person's Report prepared for Tower indicates that the areas thesubject of Neptune's subsidiaries licences in Namibia and Uganda appear tocontain some of the elements necessary for hosting oil and gas fields. Sourcerocks and reservoir units have been identified in both areas and in the Namibianlicence area, seismic data indicates many prospective potentiallyhydrocarbon-bearing structures. In conjunction with the Acquisition, the Company has raised £2,000,000 by way ofa placing of 133,333,333 Ordinary Shares at 1.5 pence per share, to raise£2,000,000 before costs ("Placing"). Upon completion of the Acquisition and the Placing, the Vendors will holdapproximately 46% of the ordinary share capital of the Company ("Enlarged IssuedShare Capital"). The Acquisition is a reverse takeover of the Company within the meaning of theAIM Rules and, as required by those rules, is subject to the approval ofShareholders in general meeting. Shareholder approval will also be required toapprove on a poll a waiver by the Panel in respect of the requirement whichwould otherwise arise for the Vendors and Mark Savage (together the "ConcertParty") to make a general offer to Shareholders under Rule 9 of the City Code toacquire all the Ordinary Shares not held by the Concert Party. Principal Terms of the Acquisition Under the terms of the Acquisition Agreement between Tower and the Vendors: (1) Tower has agreed to purchase the entire issued capital of Neptune for atotal consideration of £4,000,000, to be satisfied by the issue of 200,000,000Ordinary Shares ("Consideration Shares") to the Vendors at 2 pence per share; (2) the consideration will be payable on Completion of the AcquisitionAgreement; and (3) Completion of the Acquisition is conditional on, inter alia, Towerobtaining Shareholder approval for all of the resolutions to be proposed andvoted on at the Extraordinary General Meeting as detailed in the noticeconvening an Extraordinary General Meeting referred to in this announcement ("Resolutions"), the grant of exploration licences in each of Namibia and Ugandaand £2 million ("Minimum Subscription") having been obtained under the Placing. The exploration licences have now been granted. It is expected that, assumingthe Resolutions are approved, completion of the Acquisition will take place on16 January 2006. Background to and Reasons for the Acquisition The Company was admitted to AIM on 13 January 2005 as an investing company witha strategy of undertaking investments in the mining, minerals and oil and gassectors. The proposed acquisition of Neptune is the Company's first investmentand represents the start of the implementation of that strategy. Whilst theproperties held by Neptune's subsidiaries are at a very early stage ofexploration, the Directors and the Proposed Directors believe that the availabledata is sufficiently encouraging to merit further work and investigation. Current Trading, Recent Trends and Prospects The Company is currently an investing company (as defined by the AIM Rules).Following Completion, the Company's sole business will be that of the holdingcompany of Neptune. Tower has not had any employees since its incorporation andNeptune currently has no employees. The Company has not sold any products or performed any services sinceincorporation and there are therefore no significant recent trends inproduction, sales and inventory costs and selling prices between the end of thelast financial year and the date of this document. Reasons for the Placing The Company is proposing to raise £2,000,000, before expenses, through the issueof 133,333,333 ordinary shares ("Placing Shares") at 1.5 pence per share ("Placing Price"). These Placing subscriptions are conditional on Completion andthe Placing Shares being admitted to trading on AIM. Pursuant to the terms of the placing agreement between the Company and CorporateSynergy plc ("Placing Agreement"), Corporate Synergy has agreed to use itsreasonable endeavours to place the Placing Shares. The Placing Shares willrepresent approximately 29.09% of the issued ordinary share capital of theCompany at admission of the Enlarged Issued Share Capital of the Company totrading on AIM becoming effective in accordance with Rule 6 of the AIM Rules ("Admission"). The Placing Shares will, upon issue, rank pari passu in all respects with theexisting ordinary shares, including the right to receive any dividends and otherdistributions declared, made or paid following Admission and will be issuedcredited as fully paid. The Placing is conditional, inter alia, on: (1) the Placing Agreement becoming unconditional and not having beenterminated in accordance with its terms prior to Admission; (2) the Minimum Subscription having been raised; and (3) Admission occurring by 17 January 2006 (or such later time and dateas Corporate Synergy and the Company may agree, being no later than 11 February2006). The Placing is being made to finance the Company's exploration programme and todischarge a debt of US$466,184 owed by Neptune to TM Services Limited, a companyof which Peter Taylor and Peter Blakey are the directors and sole shareholders.The money was lent to Neptune after execution of the Acquisition Agreement toenable it to finalise its subsidiaries' licences and to commence activitiesprior to Completion. The loan agreement and an associated deed of variation aredescribed in the Company's admission document. Existing Directors and Proposed Directors Board changes On completion of the Acquisition, Ross Warner and Hugh Warner (who wereappointed as directors of the Company on 6 December 2004) will resign asdirectors and Peter Taylor, Peter Blakey and Mark Savage will be appointed asnew directors of the Company. The board immediately following Completion will beas follows: Russell Langusch BE (Hons) MEngSc (Executive Director) (Age: 55) Russell Langusch is a petroleum engineer who has accumulated over 29 years'experience in the upstream oil & gas and finance sectors. This period includesdirect working experience in Australia, South-east Asia and the UK North Sea.From 1975 Mr Langusch spent 13 years with Schlumberger and Esso in a variety ofroles including field engineer, field service manager, marketing manager,petrophysicist and senior reservoir engineer. He was then employed by a numberof international investment banks including James Capel, Deutsche Bank and CIBCWorld Markets as an Oil & Gas Analyst undertaking company research, corporateadvisory and M&A work. In 2001 he established his own consulting businessproviding services to numerous domestic and international clients. Mr Languschwas appointed managing director of Elixir Petroleum Limited, a dual AIM andASX-listed North Sea exploration company, in May 2004. Peter Taylor BSc CEng (Non-Executive Director) (Age: 58) Peter Taylor is Joint Chairman of TM Services Ltd, an international oil and gasconsulting company. In 1991, he was a founding member and director of TM OilProduction Ltd, which is now Dana Petroleum Plc, an oil and gas company listedon the Official List and one of the UK's leading independents. Mr Taylor was adirector of Dana until 2001. He was also a founding member and director ofConsort Resources Ltd, which became a significant North Sea gas productioncompany, and of Planet Oil Limited, which was merged with Hardman ResourcesLimited in 1998. Mr Taylor was a founding member and director of Star PetroleumPLC, which was incorporated into Global Petroleum Ltd, which is dual ASX and AIMlisted and which has significant interests in Kenya and the Falkland Islands.Mr Taylor is a founding member and director of Neptune. Peter Blakey BSc CEng (Non-Executive Director) (Age: 65) Peter Blakey is Joint Chairman of TM Services Ltd, an international oil and gasconsulting company. In 1991, he was a founding member and director of TM OilProduction Ltd, which is now Dana Petroleum Plc, an oil and gas company listedon the Official List and one of the UK's leading independents. He was also afounding member and director of Consort Resources Ltd, which became asignificant North Sea gas production company, and of Planet Oil Limited, whichwas merged with Hardman Resources Limited in 1998. Mr Blakey was a foundermember and director of Star Petroleum PLC, which was incorporated into GlobalPetroleum Ltd, which is dual ASX and AIM listed and which has significantinterests in Kenya and the Falkland Islands. Mr Blakey is a founding member anddirector of Neptune. Mark Savage B. Bus. (Non-Executive Director) (Age: 48) Mark Savage was born and educated in the United States of America where hereceived a business degree from the University of Colorado and was seniorexecutive for a number of US banks before he joined an Australian based merchantbank. Mr Savage has experience in debt and equity markets as well as in thecorporate advisory area. He has held directorships with a number of publiccompanies. Mr Savage is a director of Global Petroleum Ltd which is dual ASXand AIM listed and which has significant interests in Kenya and the FalklandIslands. Dealing restrictions Each of the Proposed Directors, Bayview Investments LLC, Ascent Capital Pty Ltd,Elliot Holdings Pty Ltd, David Steinepreis, Oakhurst Enterprises Pty Ltd, DerekSteinepreis, Talltree Holdings Pty Ltd, Argonaut Capital Limited and EGRInvestments Pty Limited have agreed with the Company that they will not disposeof any interest in their Ordinary Shares for a period of 12 months fromAdmission. The provisions of the lock-in arrangements will not apply in certainlimited circumstances which include, inter alia: • the acceptance of a general offer for the whole of the issued equity share capital of the Company in accordance with the City Code, where such disposal or agreement to dispose is either conditional upon the announcement of such offer or is by way of acceptance of such offer or the giving of an irrevocable undertaking to accept such an offer; or • pursuant to a compromise or arrangement between the Company and its creditors; or • for the purpose only of effecting the appointment of a trustee or new trustee of a family settlement for the benefit of members of the immediate family of a locked-in Shareholder; or • by the personal representatives of a locked-in Shareholder in the event that he should die; or • pursuant to a court order. City Code Persons acting in concert comprise persons who, pursuant to an agreement orunderstanding (whether formal or informal), actively co-operate, through theacquisition by any of them of shares in a company, to obtain or consolidatecontrol (which is defined in the City Code as a holding, or aggregate holdings,of shares carrying 30 per cent. or more of the voting rights of a company,irrespective of whether the holding or holdings give de facto control) of thatcompany. The Vendors are all shareholders and, in the case of Peter Taylor andPeter Blakey, directors of Neptune and are therefore, together with Mark Savage,who is the sole director and shareholder of Bayview Investments LLC (one of theVendors), considered to be acting in concert. The Acquisition therefore givesrise to certain considerations under the City Code. Brief details of the CityCode and the protections it affords to Shareholders are described below. The City Code has not, and does not seek to have, the force of law. It has,however, been acknowledged by both the government and other regulatoryauthorities that those who seek to take advantage of the facilities of thesecurities markets in the UK should conduct themselves in matters relating totakeovers in accordance with high business standards and so according to theCity Code. The City Code is issued and administered by the Panel on Takeovers and Mergers("Panel"). The City Code applies to all takeover and merger transactions,however effected, where the offeree company is, inter alia, a listed or unlistedpublic company, quoted or unquoted and resident in the UK, the Channel Islandsor the Isle of Man (and to certain categories of private limited companies).Tower is such a company and its Shareholders are therefore entitled to theprotections afforded by the City Code. Under Rule 9 of the City Code ("Rule 9") where (i) any person acquires shareswhich, when taken together with shares already held by him or shares held oracquired by persons acting in concert with him, carry 30 per cent. or more ofthe voting rights of a company subject to the City Code or (ii) any person who,together with persons acting in concert with him, holds not less than 30 percent. but not more than 50 per cent. of the voting rights of a company subjectto the City Code and such person, or persons acting in concert with him,acquires any additional shares which increase his percentage of the votingrights, such persons are normally obliged to make a general offer to all theremaining shareholders to purchase, in cash, their shares at the highest pricepaid by him, or any person acting in concert with him, within the preceding 12months. By virtue of their being shareholders in and (in the case of Peter Taylor andPeter Blakey) directors of Neptune, the Vendors and Mark Savage are consideredto be acting in concert. Immediately following Completion, the shareholding ofthe Vendors will be, in aggregate, 210,833,334 Ordinary Shares, representingapproximately 46% of the Enlarged Issued Share Capital, as a result of beingissued 200 million new Ordinary Shares pursuant to the Acquisition Agreement anda further 10,833,334 new Ordinary Shares pursuant to the Placing. Bayview Investments LLC is a company incorporated in New Mexico, USA. Its soledirector and shareholder is Mark Savage, one of the Proposed Directors. Bayviewis an investment holding company incorporated on 21 January 2005 and it has nomaterial assets other than its investment in Neptune. It is not required to fileaccounts under the laws of its state of incorporation. Pen portraits of theVendors are set out under the heading "Existing Directors and Proposed Directors" in this announcement. Peter Taylor, Peter Blakey and TM Services Limited, a company of which PeterTaylor and Peter Blakey are the directors and sole shareholders, are togetherinterested in an aggregate 34.1 per cent. of the issued share capital of GlobalPetroleum Ltd, which is involved in petroleum exploration projects. Otherwise,neither Peter Taylor, Peter Blakey, Mark Savage nor Bayview Investments LLC hasany interest material to them in any business similar in nature to that of theEnlarged Group. The individual holdings of the Vendors following Completion will be as follows: Immediately following completion of the AcquisitionName Number of Ordinary Shares % of Enlarged Issued Share Capital*Peter Taylor 55,416,667 12.09%Peter Blakey 55,416,667 12.09% Bayview Investments 100,000,000 21.82%LLC Total 210,833,334 46 00% *assuming Minimum Subscription under the Placing. Each of the MinimumSubscription and the Acquisition are inter-conditional. The Panel has agreed, however, subject to Resolution 2 being passed on a poll bythe independent Shareholders at the Extraordinary General Meeting, to waive theobligation on the Concert Party to make a general offer to Shareholders underRule 9 of the City Code which would otherwise arise as a result of the issue of210,833,334 new Ordinary Shares to the Concert Party pursuant to the Acquisitionand the Placing ("Waiver"). Following Completion, the Vendors will between them hold more than 30 per cent.but not more than 50% of the Enlarged Issued Share Capital and for as long asthey continue to be treated as acting in concert, any further increase in theiraggregate shareholding will be subject to the provisions of Rule 9 of the CityCode. None of the Vendors nor any person acting in concert with any of them haspurchased Ordinary Shares in the 12 months immediately preceding the date ofthis document. The Waiver, which the Panel has agreed to grant subject to thepassing of the Resolution 2, will be invalidated if any purchases of OrdinaryShares are made by any of the Vendors or any person acting in concert with anyof them in the period between the date of this document and the ExtraordinaryGeneral Meeting. Each of the Vendors and Mark Savage has undertaken to theCompany that he will not make any such purchases of Ordinary Shares. Extraordinary General Meeting At the end of the Company's admission document there is a notice convening anExtraordinary General Meeting of the Company to be held at 30 Farringdon Street,London EC4A 4HJ at 10.00 a.m. on 16 January 2006 at which the Resolutions willbe proposed to: (1) approve the Acquisition for the purposes of Rule 14 of the AIM Rules; (2) approve the Waiver; (3) to grant authority to the directors pursuant to section 80 of the Actto allot relevant securities including, inter alia, the Consideration Shares andthe Placing Shares; (4) to give power to the directors to allot certain relevant securitiesfree from pre-emption rights as if section 89 of the Act did not apply to suchallotment. Resolutions (1) to (3) will be proposed as ordinary resolutions while Resolution(4) will be proposed as a special resolution. As required by the Panel,Resolution 2 will be taken on a poll of independent shareholders. TheAcquisition is conditional upon, inter alia, all the Resolutions being carried. Action to be taken Shareholders will find enclosed with the admission document that is being postedtoday a Form of Proxy for use at the Extraordinary General Meeting. Whether ornot Shareholders intend to be present at the meeting, they are requested tocomplete, sign and return their Forms of Proxy to the Company's registrars,Computershare Investor Services PLC, PO Box 82, The Pavilions, Bridgwater Road,Bristol BS99 7NH as soon as possible but, in any event, so as to arrive no laterthan 10.00 a.m. on 14 January 2006. The completion and return of a Form of Proxywill not preclude Shareholders from attending the meeting and voting in personshould they wish to do so. Further information Shareholders' attention is drawn to the information set out in admissiondocument that is being despatched to them today and in particular to the riskfactors set out in Part 8 thereof. Recommendation The Existing Directors of the Company, having been so advised by Nabarro Wells &Co. Limited, unanimously believe that the Acquisition and the waiver of Rule 9of the City Code are fair and reasonable and in the best interests of theCompany and its Shareholders as a whole. Accordingly, the Existing Directors therefore recommend Shareholders to vote infavour of the Resolutions to be proposed at the EGM, as they intend to do inrespect of their shareholdings, amounting in aggregate to 13,450,000 OrdinaryShares, representing 10.76 per cent. of the Existing Ordinary Shares. In givingits advice to the Board, Nabarro Wells & Co. Limited has taken into account theExisting Directors' commercial assessments. Information on Neptune Background Neptune is the holding company of Neptune Petroleum (Namibia) Limited ("NeptuneNamibia") and Neptune Petroleum (Uganda) Limited ("Neptune Uganda"). Itsdirectors are Peter Taylor and Peter Blakey. Neptune Namibia has entered into a petroleum agreement with The Government ofthe Republic of Namibia relating to Blocks 1910A, 1911 and 2011A in the Republicof Namibia. Neptune Uganda has entered into a production sharing agreement with TheGovernment of the Republic of Uganda in relation to Exploration Area 5 in theRepublic of Uganda. Namibia Project Blocks 1910A, 1911 and 2011A cover an area of approximately 22,000 sq kmoffshore Namibia, in water depths ranging from 200 metres to 3,000 metres. Itis believed that the basin or basins covered were formed in response to thermalsubsidence following the rifting preceding the separation of Africa from SouthAmerica. Very few wells have been drilled in the area, but, from the data available, twooil-prone source rock horizons have been identified, one in the early Aptian andanother in the Cenomanian - Turonian. Other source rocks may be present in thesyn-rift Lacustrine shales of the Hauterivan and possibly in shales in thepre-rift Karoo section. Potential reservoirs have been encountered in theBarremian to Cenomanian and Turonian to Maastrichtian successions. Reconnaissance grids of modern seismic data are available over all the Blocks. Few wells have been drilled to date but, the presence of oil prone source rocksand potential reservoirs and the totally unexplored nature of the deeper watersuggests this may be an attractive frontier play. Uganda Project Block 5 covers an area of approximately 6,000 sq km. The area is onshorecovering the northern part of the East African Rift Valley in the north west ofUganda at the northern end of the Albertine Graben. The main objectives are theTertiary rift sediments which have been found to be oil and gas bearing in theacreage to the south. Oil seeps have been observed all along the edge of the rift but very few modernwells have been drilled. The Directors and the Proposed Directors believe thatthe area is fairly flat savannah and that this should make seismic acquisitionrelatively easy. The Directors and the Proposed Directors consider that thefiscal terms in Uganda are attractive and development scenarios will depend onthe size of accumulation discovered. The initial program will consist of astudy of existing gravity and magnetic data and regional geological studies.The next stage would be to acquire modern seismic data in order to determine thesize and number of potentially hydrocarbon-bearing structures. The final stagewould be the drilling of wells on the most attractive feature. Details of the companies Neptune Petroleum Limited was incorporated in England with registered number5112493 on 26 April 2004. Its registered office is 5 Charterhouse Square,London EC1M 6PX. Its issued capital is £4,000 made up of 80,000 ordinary sharesof £0.05 each, all of which are fully paid. It undertakes no activities otherthan those associated with it being a holding company. It has never paid adividend. Neptune Petroleum (Namibia) Limited was incorporated in the British VirginIslands with registered number 660039 on 6 June 2005. Its registered office isPO Box 3152, Road Town, Tortola, BVI. Its issued capital is US$2 made up of 2ordinary shares of US$1 each, both of which are fully paid. It undertakes noactivities other than those associated with the Namibia Project. It has neverpaid a dividend. Neptune Petroleum (Uganda) Limited was incorporated in the British VirginIslands with registered number 659047 on 31 May 2005. Its registered office isPO Box 3152, Road Town, Tortola, BVI. Its issued capital is US$2 made up of 2ordinary shares of US$1 each, both of which are fully paid. It undertakes noactivities other than those associated with the Uganda Project. It has neverpaid a dividend. Directors and other interests The interests (all of which are beneficial unless stated otherwise) of theExisting Directors and the Proposed Directors and their immediate families andthe persons connected with them (within the meaning of Section 346 of the Act)which have been notified to the Company pursuant to Sections 324 and 328 of theAct or are required to be disclosed in the Register of Directors' Interestspursuant to Section 325 of the Act in the issued share capital of the Companyand the existence of which is known to, or could with reasonable due diligencebe ascertained by, any Existing Director or Proposed Director as at the date ofthis document are as follows: Number of Percentage of Number of Percentage of issued share ordinary shares issued share Ordinary Shares capital held following capital following before the the Proposals the Proposals Proposals before theName ProposalsR Langusch 2,500,000 2.00 2,500,000 0.55%R Warner 1,000,000 0.80 1,000,000 0.22%H Warner* 3,000,000 2.40 3,000,000 0.65%P Taylor Nil - 55,416,667 12.09%P Blakey Nil - 55,416,667 12.09%M Savage** Nil - 100,000,000 21.82%Ascent Capital*** 6,950,000 5.56 6,950,000 1.52% * Hugh Warner's shareholding is held by a family trust called ElliotHoldings Pty Ltd . ** Mark Savage's shareholding is held by Bayview Investments LLC. BayviewInvestments LLC was incorporated in New Mexico, USA and its sole director andshareholder is Mr Savage. *** Ascent Capital Pty Ltd is a company beneficially owned equally by DavidSteinepreis, Hugh Warner and Gary Steinepreis. On Admission, Russell Langusch will be granted an option to subscribe for3,000,000 Ordinary Shares at 1.5 pence per share. In addition to the directorships in the Company the Existing Directors andProposed Directors hold or have held the following directorships within the fiveyears immediately prior to the date of this document: Name Current Directorships Past Directorships Russell Langusch Elixir Petroleum Ltd Lowell Resources Funds Management Pty Ltd Elixir Petroleum (UK) Ltd CIBC World Markets Australia Ltd Langusch & Associates Pty Ltd Hugh Warner Ascent Capital Pty Ltd Black Rock Oil & Gas PLC M Health Limited Extract Resources Ltd Green Rock Energy Limited Medivac Limited Uranium Resources plc Aeris Technologies Ltd Deep Yellow Tanzania Limited Peak Hill Gold Mines NL Copperco Limited Resonance Health Ltd Synergy Metals Ltd View Resources Ltd IM Medical Ltd Service Stream Ltd Peninsular Mineral Limited Data Centre Holdings Pty Ltd My Accountants Online Pty Ltd Black Rock Petroleum NL Rakov Pty Limited Fusia Limited MinRes Resources Inc. Black Range Minerals Ltd OBJ Limited Salus Technologies Limited Deep Yellow Limited Sturt Australia Resources NL Molecular Pharmacology plc Ascent Resources plc Ross Warner Uranium Resources PLC Ascent Capital Pty Ltd Herencia Resources PLC Molecular Pharmacology PLC Chian Resources PLC Medici Bioventures PLC Davos PLC Nardina Resources PLC Irvine Energy PLC Deep Yellow Tanzania Limited Tarapaca Resources (Bermuda) Limited Leopard Minerals PLC Peter Taylor TM Services Limited Cats Eyes Productions Limited TM Consultants Limited Dana Petroleum PLC TM Management Consultants Limited Goggle Eyes Productions Limited TM Information Systems Limited Thames Resources Limited Sakhalin Petroleum PLC Star Petroleum PLC Astral Petroleum Limited Planet Oil International PLC Global Petroleum Limited Planet Oil Limited Jupiter Petroleum Limited Pursuit Dynamics PLC Pursuit Resources Limited Consort Resources Limited Neptune Petroleum Ltd Neptune Petroleum (Namibia) Ltd Neptune Petroleum (Uganda) Ltd Saturn Petroleum Limited Comet Petroleum Limited Peter Blakey TM Services Limited Microfloat Bed Company Limited TM Consultants Limited Thames Resources Limited TM Management Consultants Limited Sakhalin Petroleum PLC TM Information Systems Limited Arden Resources Limited Star Petroleum PLC Planet Oil International PLC Astral Petroleum Limited Planet Oil Limited Global Petroleum Limited Grove Energy Limited Jupiter Petroleum Limited Consort Resources Limited Pursuit Resources Limited Goggle Eyes Productions Limited Neptune Petroleum Ltd Cats Eyes Productions Limited Neptune Petroleum (Namibia) Ltd Neptune Petroleum (Uganda) Ltd Comet Petroleum Limited Saturn Petroleum Limited Mark Savage Central Asia Gold Limited M Health Limited Global Petroleum Limited Stirling Products Limited Bayview Investments LLC Company's accounts The Company's accounts from the date of incorporation on 6 December 2004 to 30June 2005 and set out in the appendix to this announcement. Copies will beposted to shareholders by 31 December 2005 and will be obtainable from NabarroWells & Co. Limited, Saddlers House, Gutter Lane, London EC2V 6HS. Publication of admission document The Company will post its admission document to existing shareholders today.Copies can be obtained from Nabarro Wells & Co. Limited, Saddlers House, GutterLane, London EC2V 6HS. APPENDIX Income Statement For the period ended 30 June 2005 30 June 2005CONTINUING OPERATIONS £ Administrative expenses (168,938)Operating loss (168,938) Investment income 11,350 Loss before taxation (157,588)Income tax expense - Loss for the period (157,588) Loss per share (0.14)Diluted loss per share (0.14) Balance Sheet As at 30 June 2005 30 June 2005 £ASSETSCurrent assetsCash and cash equivalents 552,412Total assets 552,412 LIABILITIESCurrent liabilities - Total liabilities - Net assets 552,412 EQUITYShare capital 125,000Share premium 585,000Retained earnings (157,588)Total equity 552,412 Cash Flow Statement For the period ended 30 June 2005 30 June 2005 £ Net cash outflow from operating activities (Note 1) (168,938) Investing activitiesInterest received 11,350 Financing activitiesNet proceeds from issue of ordinary share capital 710,000 Net increase in cash and cash equivalents 552,412 Notes to the Cash Flow Statement 30 June 2005 £1. Cash generated from operationsOperating loss (194,341)Currency translation differences 25,403 Cash generated from continuing operations (168,938) NOTES TO THE FINANCIAL INFORMATION For the period ended 30 June 2005 1. Accounting Policies Basis of Accounting The financial information has been prepared under the historical cost conventionand in accordance with International Financial Reporting Standards and IFRICinterpretations and with the parts of the Companies Act 1985 applicable tocompanies reporting under International Financial Reporting Standards. Foreign Currencies Transactions in foreign currencies are translated into sterling at the rate ofexchange ruling at the date of the transaction. Monetary assets and liabilitiesdenominated in foreign currencies are translated at the rate of exchange rulingat the balance sheet date. The resulting exchange gain or loss is dealt with inthe profit and loss account. 2. Share capital Period ended 30 June 2005 £Authorised10,000,000,000 Ordinary shares of £0.001 each 10,000,000 Issued and fully paid125,000,000 Ordinary shares 125,000 The Company was incorporated on 6 December 2004 with an authorised share capitalof £10,000,000 divided into 10,000,000,000 ordinary shares of £0.001 each, ofwhich 2 shares were issued fully paid, on incorporation. On 13 December 2004 the founders subscribed for an aggregate of 59,999,998Ordinary Shares, all at par value, to raise £59,998. On 11 January 2005 the Company allotted 65,000,000 Ordinary Shares for cash at£0.01 per share to raise £650,000. 3. No dividends were paid or proposed in respect of the periodended 30 June 2005. 4. Post balance sheet event On 11 August 2005 the Company announced that it had entered into an agreement toacquire 100% of two frontier oil and gas plays through the proposed purchase ofthe entire issued share capital of Neptune Petroleum Limited from Peter Taylor,Peter Blakey and Bayview Investments LLC. **ENDS** Contacts: Russell Langusch 07840 523771 Peter Taylor 020 7867 8600 Peter Blakey 020 7867 8600 This information is provided by RNS The company news service from the London Stock Exchange